Art 11: In the context of contract formation, unless otherwise agreed by the parties, an offer and the acceptance of an offer may be expressed by means of data messages.
not intended to interfere with formation of contracts but promote international trade by providing increased legal certainty
uncertainty in a number of countries as no human interaction or hard copy
Art 15:
dispatch when it enters an info system outside senders control
Dispatch and receipt is in place of business or habitual residence. (because not uncommon to not know where info system is, and receipt and retrieval might be in different locations to addressee)
Do not “designate” merely by giving an email address.
Deemed to receive when “retrieved” by A (not to A’s “attention”),
Electronic Transactions Act 2001 (Qld) - use this to reason analogously but you must note this statute is not intended to govern contract law
14 Allows electronic signatures
23 Time of dispatch: when communication enters info system outside originators control unless otherwise agreed
24 Time of receipt: (1) if the addressee has a designated system to receive electronic communications the time of receipt when it enters the information system unless otherwise agreed. (2) if the addressee has no such system receipt is when it comes to their attention
s 25- communication occurs at the originator’s and receiver’s place of business, unless otherwise mentioned.
2005 UN convention: Improves s24(2) ETA by stating receipt occurs ‘when capable of being retrieved’.
Vienna Convention 1986, Art 24: an offer, acceptance or declaration of intent reaches the addressee when it is made orally to him or delivered to him personally
Vienna Convention Art 19: 1) an ‘acceptance’ that contains additions, limitations or other modifications is a rejection. 2) can accept if there is no material difference
Byrne v. Van Tienhoven (1880): Can revoke offer any time before acceptance provided its communicated to offeree.
2. Evidence of revocation
Dickinson v Dodds (1876: Evidence necessary. Any method of communication possible including reliable source. promise to keep offer open not binding
3. Options
3.1 Nature of an Option (standing controversy)
contract of sale now (single contract conditional on exercise of option in stated period) Laybutt v Amoco (1974) CLR or binding irrevocable offer (for a sale contract later) O'Halloran v. Williamson (1979) VR
Vienna Convention enacted in Sale of Goods Act 1986 (Qld)
Art 16(1) revoke before acceptance is dispatched
Art 16(2) Cannot revoke offer if offer indicates it is irrevocable (e.g. fixed time)
U.S. Uniform Commercial Code (UCC) S. 2-205: Binding if signed writing, time stated or reasonable time (Max = 3 months)
3.3 Lock-out Agreements (binds vendor to deal with one purchaser for fixed time, does not oblige contract).
Walford v. Miles [1992]: S decides to sell business. S says to P S will not deal with any 3rd party if P provides a “comfort letter” from P’s Bank. S later refuses P’s offer and sells to X. Held lord Akner
Lock-out for specified time (eg 2 weeks) potentially enforceable
Abbott v Lance (1860 NSWSC): implied promise not to revoke after performance commenced
Daulia v. Four Millbank Nominees [1978], Goff LJ: Implied obligation not to prevent
*Mobil v Wellcome (1998 FC): 1991 sales conference address + later video, magazine and brochure make statements to potential franchises that if the reach a performance level 0f 90% for 6 years in sicle of excellence they would find a way to extend franchise with no cost. But mobil stopped duding circle of excellence, making it impossible. Held: address not an offer to tentative and preliminary. Implied ancillary contract not intended objectively and no estoppel Not unjust to allow revocation:
Knowledge offeree has commenced performance
Offeree may know of risk of revocation
If commencement” is unclear (All 6 consecutive years, reaching it once or working towards it?)
Act may be of benefit to both (here) or only detriment of offeree (no detriment for estoppel purposes)
Offeree not bound to continue; offeror does not know (franchises already had obligation to perform to high standards)
May be evidence of an intent
5. Lapse of Offer
Lapse of time if no express limit
Manchester Diocesan Case: Must accept offer in reasonable time
Bartolo v Hancock [2010]: “Here and now offer”. Doyle J determined by context. Offer made at beginning of trial to settle litigation on the basis parties would discontinue claims
Death of Offeree: Carter v Hyde (1923) CLR: Offeree’s Personal Representatives (PRs) can accept. Unless “personal” contract, particular skill or discretion needed
Death of Offeror: Laybutt v Amoco (1994): Assumed that offeree cannot accept if knows of death? Unless option/conditional cotract cab enforced against PR’s (Gibbs)
